Current Report Filing (8-k)
18 Dezember 2018 - 11:21PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 17, 2018
OptimizeRx Corporation
(Exact name of registrant as specified in its charter)
Nevada
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000-53605
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26-1265381
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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400
Water Street, Suite 200, Rochester, MI
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48307
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
248.651.6568
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events
On
December 18, 2018, OptimizeRx Corporation (the “Company”) and WPP Luxembourg Gamma Three S.à r.l. (the “Selling
Shareholder”) entered into an underwriting agreement (the “Underwriting Agreement”) with William Blair &
Company L.L.C. and B. Riley FBR, Inc., as representatives of the several underwriters (collectively, the “Underwriters”),
relating to an underwritten public offering of 2,103,702 shares (the “Shares”) of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), all of which are being sold by the Selling Shareholder (the “Offering”).
The offering price of the Shares to the public is $10.00 per share. The Company will not receive any
of the proceeds from the sale of the Shares by the Selling Shareholder.
Under
the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase
up to an additional 315,555 shares of Common Stock from the Company (the “Additional Shares”) on the same terms and
conditions as the sale of the Shares. If the Underwriters’ option to purchase the Additional Shares is exercised in full,
the Company expects to receive net proceeds of approximately $2.9 million, after underwriting discounts and commissions and estimated
offering expenses.
The
Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company and the Selling
Shareholder, indemnification obligations of the Company, Selling Shareholder and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties
and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the
contracting parties.
The Underwriting Agreement is attached as Exhibit 1.1 hereto, and the description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of The Doney Law Firm relating to the
legality of the issuance and sale of the Shares and Additional Shares is attached as Exhibit 5.1 hereto.
On
December 17, 2018, the Company issued a press release announcing that it had commenced the Offering. On December 18, 2018, the
Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached as Exhibits
99.1 and 99.2 hereto.
Neither
the disclosures on this Form 8-K nor the attached press releases shall constitute an offer to sell or the solicitation of an offer
to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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OptimizeRx
Corporation
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Date:
December 18, 2018
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/s/
Douglas Baker
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Douglas
Baker
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Chief
Financial Officer
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